This paper describes the results of a study exploring the attitudes of women attending maternity clinics to voluntary counselling and testing during pregnancy in rural areas in south-west Uganda. It was a qualitative study using focus group discussions (FGDs). Twenty-four FGDs were carried out with 208 women attending maternity clinics in three sites in rural south-west Uganda. The FGDs were all recorded and transcribed, and analysed using standard computer-based qualitative techniques. Almost all women were willing in principle to take an HIV test in the event of pregnancy, and to reveal their HIV status to maternity staff. They were anxious, however, about confidentiality, and there was a widespread fear that maternity staff might refuse to assist them when the time came to deliver if their status were known. This applied more to traditional birth attendants than to biomedical health staff. There were also rumours about medical staff intentionally killing HIV-positive patients in order to stem the spread of the epidemic. Women were concerned that if their husbands found out they were HIV-positive they would be blamed and separation or domestic violence might result. In conclusion: although VCT during pregnancy is acceptable in principle, much will need to be done to ensure confidentiality and allay women's fears of stigmatisation and discrimination during delivery. Community sensitisation will be necessary and male partners will have to be involved if interventions are to be acceptable.